0000950129-05-007191 Sample Contracts

NRP (Operating) LLC and First Supplement to Note Purchase Agreements Dated as of July 19, 2005
Natural Resource Partners Lp • July 20th, 2005 • Bituminous coal & lignite surface mining • New York

This First Supplement to Note Purchase Agreements (the “Supplement”) is among NRP (Operating) LLC, a Delaware limited liability company (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).

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First Amendment Dated as of July 18, 2005 to Note Purchase Agreements dated as of June 19, 2003 Re: 5.55% Senior Notes, Series A, due June 19, 2023 4.91% Senior Notes, Series B, due June 19, 2018 5.55% Senior Notes, Series C, due June 19, 2013
First Amendment • July 20th, 2005 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • New York

Reference is made to (i) the separate Note Purchase Agreements each dated as of June 19, 2003 (the “Note Agreements”), by and between NRP (Operating) LLC, a Delaware limited liability company (the “Company”), and each of you, respectively, (ii) the $60,000,000 aggregate principal amount of 5.55% Senior Notes, Series A, due June 19, 2023 of the Company (the “Series A Notes”), (iii) the $80,000,000 aggregate principal amount of 4.91% Senior Notes, Series B, due June 19, 2018 of the Company (the “Series B Notes”) and (iv) the $35,000,000 aggregate principal amount of 5.55% Senior Notes, Series C, due June 19, 2013 of the Company (the “Series C Notes,” and collectively with the Series A and Series B Notes, the “2003 Notes”). Capitalized terms used in this First Amendment (this “First Amendment”) without definition shall have the meanings given such terms in the Note Agreements.

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